Corporate Minutes

The College is governed by Board of Trustees, Board of Fellows, and a Board of Incorporators. Minutes for the governing committees can be accessed online.


Stonehill College's Governance Structure

The Board of Incorporators represents the College’s continuing connection to the moral, spiritual, and educational ideals of the Congregation of Holy Cross.  The Incorporators consist of all of the perpetually professed religious of the Congregation who are serving as salaried employees of the College.  The Provincial of the Congregation’s U.S. Province and the local superior also serve on the Board of Incorporators as ex officio members. 

Under the bylaws the Incorporators must do the following – (1) hold an Annual Meeting in the “fall term;” (2) at their annual meeting elect a chair to serve for a three-year term;  (3) elect or designate a secretary to record minutes of Incorporator meetings and file a copy of all minutes with the President and Clerk of the Corporation; (4) elect seven Incorporators to serve a three-year term on the Board of Fellows; (5) attend the annual meeting of the Corporation; and (6) amend or appeal Bylaws of the Corporation when necessary.

The Board of Fellows is a group of 19 individuals whose sole authority is to elect the members of the Board of Trustees.  The Fellows constitute a board made up of the College’s four primary constituencies – the faculty, the alumni, the priests and brothers of the Congregation, and the students.  The President of the College also serves, ex officio, on the Board of Fellows.  Three faculty members are elected by the Faculty Senate, three alumni are elected by the Alumni Council, three individuals (traditionally alumni members) are elected from the President’s Council, seven priests and brothers are elected by the Board of Incorporators, and two students are elected by the Student Government Association (SGA).

The Bylaws require that fellows be elected for three-year terms with the term of office beginning July 1 following an election.  The Bylaws do not specify the procedures for election, instead the Bylaws state that each electing body (Faculty Senate, Alumni Council, President’s Council, Congregation and SGA) shall determine when elections shall be held and the procedures for nomination and voting.  The Bylaws only specific direction on the election process is that election shall be by plurality vote.

The Corporation refers to a joint meeting of the Board of Fellows and the Board of Incorporators.  The Corporation meets annually and sets the number of trustees to be elected to the Board of Trustees, which under the Bylaws may be no less than 15 elected members and no more than 33 elected members.  Further, at least 10 elected members of the Board of Trustees must be priests or brothers of the Congregation.

The Incorporators, who serve as a board of advisement and oversight with respect to the operation and Catholic mission of the College, are vested with the power to amend, alter or appeal the Bylaws of the Corporation, except those sections dealing with the function or makeup of the Board of Fellows or Board of Trustees.  The Corporation has the power to amend, alter, or repeal those sections of the Bylaws that deal with the function and/or makeup of the Board of Fellows or Board of Trustees.

The Board of Trustees is the main governing body of the College.  Under the Bylaws, the Board must be made up of at least 15 and not more than 33 elected members.  Additionally, there are three ex-officio members with full voting rights; they are the President of the College, the Provincial of the Congregation’s U.S. Province, and one individual elected by the President’s Council.  The Board has all final authority on appointment of employees and agents of the College, prescribes the course of study and educational directives, and oversees the conduct of student affairs, college development, mission, and finances.

The Board appoints the three officers of the Corporation required under Massachusetts law – the President, Treasurer, and Clerk – and empowers them with the duties required under Massachusetts law and under the Bylaws of the Corporation.  The Board also appoints (upon the recommendation of the President) the vice presidents of Advancement, Mission, Academic Affairs, Enrollment Management & Marketing, and Student Affairs and the General Counsel (under the Bylaws, the Treasurer is appointed to the position of Vice President for Finance).  The vice presidents and general counsel serve as the President’s cabinet and oversee the day-to-day operation of the College.  Additionally, the President has vested limited legislative power, with respect to academic issues, in an elected Faculty Senate.  The College’s day-to-day operations are divided into seven separate divisions – Executive, Mission, Academic Affairs, Enrollment Management & Marketing, Student Affairs, Advancement, and Finance. At the annual meeting of the Board of Trustees, the trustees elect a Chairperson and Vice-Chairperson for the Board of Trustees and elect the three officers of the Corporation.

The Stonehill College Board of Trustees currently consists of 33 elected members.  Each year prior to the expiration of the term, the Board of Fellows meets to discuss the election process.  In December of each year, the Fellows meet and review the election process.  The Fellows have the ability to bring forward nominations.  The Chairperson of the Board of Fellows reminds the Fellows of their duties and obligations and requests that they solicit from their constituencies nominations.  An election meeting is then held on or before June 30th each year and the Fellows elect the trustees.